Invensys PLC Rule 2.10 Announcement (6563X)
14 Januar 2014 - 6:31PM
UK Regulatory
TIDMISYS
RNS Number : 6563X
Invensys PLC
14 January 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.10 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE")
14 January 2014
Invensys plc
(the "Company" or "Invensys")
Rule 2.10 Announcement
In accordance with Rule 2.10 of the Code, the Company announces
that, as of the date of this announcement, it has 662,971,729
ordinary shares of 12.5 pence each in issue. The International
Securities Identification Number for the ordinary shares is
GB00B979H674.
The Company has a sponsored Level 1 American Depositary Receipts
("ADR") programme for which Deutsche Bank Trust Company Americas
acts as Depositary. One ADR represents one ordinary share of 12.5
pence each. The Company's ADRs trade on the over-the-counter
("OTC") market in the United States and the ADRs are quoted on the
OTCQX International Premier market tier. The International
Securities Identification Number for these securities is
US4612043079.
The redeemable preference shares of 76.7 pence each in issue
(referred to as the "B Shares") are not "relevant securities" for
the purpose of the Code and consequently not included in this Rule
2.10 announcement. The International Securities Identification
Number for the B redeemable preference shares is GB00B979JJ47.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be made available on the Company's website at
www.invensys.com.
Further information
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser and broker exclusively for Invensys and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Invensys for providing the protections afforded to
clients of J.P. Morgan Cazenove, nor for providing advice in
relation to any matter referred to herein.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Invensys
and no one else in connection with the matters described herein and
will not be responsible to anyone other than Invensys for providing
the protections afforded to its clients or for providing advice in
relation to the matters described in this announcement or any
transaction or any other matters referred to herein. This
announcement is not intended to, and does not, constitute or form
part of any offer, invitation or solicitation of any offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction.
The Offer will be made solely by means of the Scheme Document or
any document by which the Offer is made which will contain the full
terms and conditions of the Offer. This announcement has been
prepared for the purpose of complying with English law and the Code
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside of the United Kingdom may be
restricted by law, and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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